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Tuesday 07 September, 2021

Blackfinch Ren Eur

Publication of Prospectus

RNS Number : 0263L
Blackfinch Renewable Eur Income Tst
07 September 2021
 

LEI: 213800FWLQWK6ICQUP91

 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

This announcement is an advertisement for the purposes of the Prospectus Rules of the Financial Conduct Authority (the "FCA") and does not constitute a prospectus (or a prospectus equivalent document). Investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the prospectus published by Blackfinch Renewable European Income Trust plc (together with any supplementary prospectus, the "Prospectus"), including any risk factors set out therein, and not in reliance on this announcement. A copy of the Prospectus will, subject to certain access restrictions, be available for inspection on the Company's website: www.bret.energy and at the registered office of the Company. This announcement is not an offer to sell, or a solicitation of an offer to acquire or a recommendation to sell or buy, securities in, into or from the United States, Canada, Japan or the Republic of South Africa or in any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. Neither this announcement nor any part of it, nor anything contained in the Prospectus referred to therein, shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever in any jurisdiction.

 

7 September 2021

BLACKFINCH RENEWABLE EUROPEAN INCOME TRUST PLC

("BRET" or "the Company")

 

IPO to Raise up to £300m via Placing, Offer for Subscription and Intermediaries Offer

 

PUBLICATION OF PROSPECTUS

 

Following the announcement on 31 August 2021 of its intention to float, Blackfinch Renewable European Income Trust plc ("BRET" or "the Company"), a new closed-end investment trust established to invest in a diversified portfolio of mixed renewable energy infrastructure assets in Europe, is pleased to announce the publication of its Prospectus in connection with the initial public offering ("IPO") of its Ordinary Shares (the "Ordinary Shares") and proposed admission to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange ("Admission").  

The Company is seeking to raise gross proceeds of up to £300 million through the issue of up to 300 million Ordinary Shares at 100 pence per Ordinary Share by way of an Initial Placing, Offer for Subscription, and Intermediaries Offer (the "Issues"). The offer opens today and the latest time and date for receipt of application forms is Thursday, 30 September 2021, with certain deadline times applying.  In addition, pursuant to the Prospectus, a placing programme will allow the Company to issue further Ordinary Shares in the 12 months from the date of publication of the Prospectus and following Admission. Full details can be found under the expected timetable of principal events below.

BRET aims to provide shareholders with an attractive level of distributions by investing in a diversified portfolio of mixed renewable energy infrastructure assets in Europe that have the opportunity for capital appreciation over the medium-to-long term through active asset management. 

Private investors interested in participating in the Issues should contact their stockbroker or share dealing provider.  A copy of the Prospectus, list of participating firms, details of investor webinars, and further information on BRET can be found on the Company's website at www.bret.energy. 

Dividend Targets

Once fully invested, the Company is targeting a dividend yield, based on the Initial Issue Price, of:

· 1.0% to 3.0% for the first financial year to 30 June 20221;

· 5.0% to 5.5% for the second financial year to 30 June 20231 (together, the "Initial Target Dividend"); and

· thereafter 6.0% per annum, increasing progressively1 (the "Target Dividend").

The Company will target a net total shareholder return in excess of 8.0% per annum over the medium-to-long term (the "Target Net Total Return")1.

 

Expected timetable of principal events

Initial Placing, Offer for Subscription and Intermediaries Offer opens

Tuesday, 7 September 2021

Latest time and date for receipt of application forms in respect of the Offer for Subscription

11.00 a.m. on Thursday, 30 September 2021

Latest time and date for receipt of application forms in respect of the Intermediaries Offer

2.00 p.m. on Thursday, 30 September 2021

Latest time and date for commitments under the Initial Placing

5.00 p.m. on Thursday, 30 September 2021

Announcement of results of the Issues

Friday, 1 October 2021

Initial Admission and dealings in Shares commence

8.00 a.m. on Wednesday, 6 October 2021

CREST accounts credited in respect of Ordinary Shares in uncertificated form

As soon as is reasonably practical on the morning of Wednesday, 6 October 2021

Share certificates despatched

within 10 Business Days of Admission

 

Qualification for the London Stock Exchange's Green Economy Mark

 

BRET is expected to qualify for the London Stock Exchange's Green Economy Mark at Admission, which recognises companies that derive 50% or more of their total annual revenues from products and services that contribute to the global green economy. The underlying methodology incorporates the Green Revenues data model developed by FTSE Russell, which helps investors understand the global industrial transition to a green and low carbon economy with consistent, transparent data and indexes.

 

Advisers

 

The Company has engaged Howard Kennedy Corporate Services LLP ("Howard Kennedy") as sponsor and Barclays Bank PLC, acting through its investment bank, ("Barclays") as Sole Global Coordinator and Joint Bookrunner with finnCap Ltd ("finnCap"). Blackfinch Investments Limited will be appointed as the Company's alternative investment fund manager ("AIFM") for the purposes of the UK AIFM Laws.



 

HIGHLIGHTS

Compelling market opportunity arising from structural undersupply of cleaner forms of energy and the EU's accelerated renewable energy transition targets

-  Significant demand in Europe for renewable energy driven by the European Union ("EU") and individual EU member targets:

the EU's Renewable Energy Directive in 2018 established new binding renewable energy targets for 2030; at least 32% of gross final energy consumption is to come from renewable sources, a significant increase on the previous target of 17%.

Bloomberg New Energy Finance expects $7.7 trillion to be invested in new generating capacity by 2030 globally, with 66% ($5.1 trillion) of that going on renewable technologies.  Of that $5.1 trillion, Europe is expected to account for $967 billion.

Prospect of long-term income of in excess of 6% per annum from investments with stable cash flows1

-  BRET believes its proposed portfolio of diversified European renewable assets will generate stable long-term cash flows, in support of its dividend targets yielding:

1.0 to 3.0% for the first financial year to 30 June 20221 and

5.0% to 5.5% for the second financial year to 30 June 20231, and

then 6% per annum and increasing progressively thereafter1.

-  BRET is targeting a net total shareholder return in excess of 8.0% per annum over the medium-to-long term1.

-  The targets above are based on an illustrative target portfolio, which is unlevered both at Company and SPV level.

Seed assets worth approximately £232 million are under option for acquisition

21 construction-ready solar assets with a total enterprise value of c.£232 million are under option for acquisition.

-  the Company has agreed a fixed acquisition price for these assets where the developer assumes the risk of delay and cost overruns.

-  These seed assets are located predominantly in Italy, with two assets in the UK.  They are expected to become operational within 30 months of Admission and have a total installed capacity of over 300 MWp.

Pipeline of assets in excess of £500 million has been identified

-  A pipeline in excess of £500 million of renewable energy infrastructure assets (operational and construction-ready) has also been identified across BRET's preferred European geographies and are under negotiation. They include wind, solar, hydro, hydrogen and other assets.

-  It is anticipated that the net proceeds of the Issue will be deployed within 12 months of Admission. 



 

Prudent investment policy designed to optimise returns while mitigating risk

European focus in less crowded markets; Italy, Portugal, Poland, Czech Republic, Austria and Hungary, with some exposure to the UK, which allows for a greater return on investment.

Technology diversification; a minimum of 50% of committed capital will be invested in wind, solar and hydro assets, with the balance in other forms of renewable assets, including hydrogen, storage and central district heating, which diversifies exposure.

Capital allocation split between operational and non-operational assets; up to 50% of committed capital will be deployed into operational assets and up to 50% into construction-ready and in-construction assets in the medium term, which provides for better risk adjusted yields.

Acquisition of early-stage assets provides potential for capital appreciation; as construction-ready and in-construction assets are completed, there is scope for significant value creation.

Partner network; BRET will benefit from the Investment Manager's network of strategic partners, which will promote a streamlined acquisition process.  Key partners include Enviromena Power Systems, the integrated clean energy group, Sunnerg, the solar 'turnkey projects' specialist, and Solar Balance, the Portuguese solar energy plant developer.

Strong ESG focus

-  Investments will be assessed against BRET's ESG policy to ensure appropriate fit.

-  The Investment Manager is committed to ESG. It is a signatory of PRI (Principles of Responsible Investment) and is working toward meeting UN Sustainable Development Goals.

Experienced Board and Investment Manager with a successful track record

-  The Board comprises four non-executive Directors, headed by Anthony Marsh, who established the world's first Green Investment Bank.  All are independent of the Investment Manager and AIFM.

-  Blackfinch is an award-winning investment specialist, with over £550 million total assets under management and administration, which has significant experience in the renewable energy sector and asset management.

Blackfinch's energy team can demonstrate yield and return consistently in excess of mandated targets and yields trending towards 6% in 2020.

WHY INVEST NOW?

· The transition to a climate-neutral society is both an urgent challenge and an opportunity to build a better future for all.

 

· There is an imperative for countries across Europe to significantly increase their renewable energy sources in order to meet ambitious reductions in carbon emissions - the EU aims to be an economy with net-zero greenhouse gas emissions (climate-neutral) by 2050.  

 

· The renewable energy sector is at a critical inflexion point where substantial investment is required.  BRET is in prime position to take advantage of this green revolution, and has a robust flow of investment opportunities available.

 

· The total requirements of renewable energy in Europe are currently 609GW, but it is anticipated that $967 billion will be spent on renewables in Europe between the present day and 2030. The GW capacity of renewables is therefore expected to rise exponentially, for example solar photovoltaic (PV) and wind energy will see an estimated increase of 8,519 GW of solar and 6,044GW of wind by 2050.

 

Anthony Marsh, Chairman of Blackfinch Renewable European Income Trust, said:

"We are delighted to make our IPO Prospectus available.  There is a strong drive to decarbonise Europe, but a critical undersupply of renewable energy. BRET aims to create a portfolio of renewable energy infrastructure assets - initially focused on solar, wind and hydro - that will help to meet this enormous demand for cleaner forms of energy.

"We are focused on higher yielding markets such as Italy, Portugal and Central Eastern Europe, and ready to move ahead, already having a large portfolio of seed assets, worth around £232m under option to acquire.  We also have an additional £500m pipeline of renewable assets identified.  We are aiming to acquire both operational assets and shovel-ready assets, where we can create additional value. 

"We are excited about the opportunities ahead, and believe that BRET's investment approach supports our dividend targets, which rise to 6% per annum in our third year from admission, and increase progressively thereafter. Our net total shareholder return over the medium-to-long term is 8% per annum."

Richard Cook, Chief Executive Officer of Blackfinch Group, said:

"Blackfinch has a well-established track record of investment in the renewable energy sector, and a network of partners across Europe that provides major advantages. 

"BRET is addressing markets in Europe that have an urgent need for cleaner forms of energy, and its approach aims to maximise the opportunities while mitigating risk.  We believe that BRET has attractions for investors looking for an ESG focused investment, with the potential for stable and growing dividend income."

 

For further information, please contact:

Blackfinch Group

Guy Lavarack, Head of Energy and Co-Lead Fund Manager

King Chan, Co-Lead Fund Manager

Paul Lanigan, Distribution Strategy Director

Kathryn Sargent, Business Development Manager

T: +44 (0)14 5271 7070

 

BRET website: www.bret.energy

 

 

Barclays (Sole Global Coordinator and Joint Bookrunner)

Lawrence Jamieson

Jay Hawthorn

Thomas Tran

Ryan McCarthy

T: +44 (0)20 7623 2323

 

 

finnCap (Joint Bookrunner)

Mark Whitfeld / Pauline Tribe (Sales)

Monica Tepes (Research)

 

T: +44 (0)20 3772 4697

T: +44 (0)20 3772 4698

 

 

Howard Kennedy Corporate Services (Sponsor)

Keith Lassman

Marc Proudfoot

T: +44 (0)20 3755 6000

 

 

Solid Solutions (Intermediaries Offer Adviser)

Nigel Morris

 

T: +44 (0)78 5082 5701

KTZ Communications (Financial PR)

Katie Tzouliadis

Dan Mahoney

T: +44 (0)20 3178 6378

 

NOTES

1.  The Target Dividend, Initial Target Dividend and the Target Net Total Return are targets only and not a profit forecast or projection of likely returns to Shareholders. There can be no guarantee that these targets will be met and they should not be taken as an indication of the Company's expected or actual future results. Potential investors should not place any reliance on the Target Dividend, the Initial Target Dividend or Target Net Total Return in deciding whether or not to invest in the Company and should decide for themselves whether or not the Target Dividend, Initial Target Dividend and Target Net Total Return are reasonable or achievable in deciding whether to invest in the Company.

 

 

FURTHER DETAILS ON THE COMPANY

Terms used but not defined in this announcement have the same meaning ascribed to them as in the Prospectus.

THE MARKET OPPORTUNITY

The European Union ("EU"), which is BRET's principal market, aims to be an economy with net-zero greenhouse gas emissions (climate-neutral) by 2050. This objective is at the heart of the European Green Deal and reflects the EU's commitment to global climate action under the United Nations Climate Change Conference Paris agreement. 

 

The EU's Renewable Energy Directive 2018 established new binding renewable energy collective targets for 2030. The Directive sets out the delivery of at least 32% of gross final energy consumption from renewable sources for all energy by 2030, representing a significant increase in the previous target of 17% announced in 2015. Individual EU members have also produced a ten-year national energy and climate plan to 2030. These plans outlined the road map for meeting the Directive.

Achieving these carbon neutral goals requires urgent action in order to swiftly reduce carbon emissions, with the energy sector playing a critical role. The total requirements of renewable energy in Europe are currently 609GW, but it is anticipated that $967 billion will be spent on renewables in Europe between present day and 2030. The GW capacity of renewables is therefore expected to rise exponentially, for example solar photovoltaic (PV) and wind energy will see an estimated increase of 8,519 GW of solar and 6,044GW of wind by 2050. These forecasts reflect the huge potential market that will emerge.

BRET believes there is a robust flow of transaction opportunities available across Portugal, Italy and Central and Eastern Europe ("CEE"), as well as the UK, and that these countries provide a source of attractive investment opportunities.

 



 

INVESTMENT AIMS

The Company's investment aims are to provide shareholders with an attractive level of distributions by investing in a diversified portfolio of mixed renewable energy infrastructure assets that have the opportunity for capital appreciation over the medium-to-long term through active asset management.

INVESTMENT STRATEGY OF THE COMPANY

Diversification via Geography

The Company intends to hold a diversified portfolio of renewable energy infrastructure assets.  It will be European-focused and will concentrate on acquiring assets in less-crowded markets such as Italy, Portugal, Poland, Czech Republic, Austria and Hungary, with some exposure to the UK.  It will invest in a portfolio of investments with a targeted transaction size of £20 million to £50 million.

Diversification via Technology

BRET's initial focus is on investments in solar, wind and hydro assets, with a secondary focus on other assets including in hydrogen, storage and central district heating.

Diversification via Asset Stage

The Company will invest in operational, in-construction and construction-ready renewable energy infrastructure assets. (In-construction assets are assets where construction has already begun, and construction-ready assets are assets where all the necessary consents have been acquired, but construction has not yet begun.)

 

Seed Assets and Pipeline

 

Seed assets, comprising 21 construction-ready solar assets with a total enterprise value of approximately £232 million, are under option for acquisition. These seed assets are predominantly located in Italy, with two assets in the UK.  They are expected to become operational within 30 months of Admission and have a total installed capacity of over 300 MWp.

 

Following this initial investment period, the Company will aim to deploy capital equally between operational assets and non-operational assets (being both in-construction and construction-ready assets), subject to market conditions at the time of investment and the investment restrictions below.

 

A pipeline in excess of £500 million of renewable energy infrastructure assets (operational and construction-ready) has been identified across BRET's preferred European geographies and are under negotiation. They include wind, solar, hydro, hydrogen and other assets.

 

It is anticipated that the proceeds of the Issue will be fully invested within 12 months of Admission. 

 

Risk-mitigated Asset Acquisition

 

The Company will seek to mitigate the risks associated with construction-ready projects by securing completion bonds, parent company guarantees from any developer and to further mitigate risk, the Company has agreed a fixed acquisition price for the Seed Assets where the developer assumes the risk of delay and cost overruns.

 



 

Investments

 

Investments may take the form of equity and equity-related securities issued by unquoted companies. The Company will also be permitted to invest in partnerships, limited liability partnerships and other legal forms of entity where the investment has equity-like return characteristics. The Company's investments will be unquoted entities and its primary geographical focus will be Italy, Portugal, the UK and Central Eastern Europe (including Poland, Czech Republic, Austria and Hungary). 

 

The Company will invest in companies that are involved in renewable energy infrastructure projects, including subsidy-free and subsidised construction or operational projects.  A minimum of 50% of Gross Asset Value will be invested in renewable energy infrastructure assets in the wind, solar and hydro sectors. A maximum of 20% of Gross Asset Value will be invested in renewable energy infrastructure assets in other sectors including hydrogen, storage and central district heating. Operational renewable energy projects will be supported by government-backed revenue streams and power purchase agreements, where available.

 

Investment Restrictions

The Company aims to achieve diversification (defined as no fewer than six renewable energy assets) principally through investing in a range of portfolio assets across a number of distinct geographies with a mix of wind, solar and other renewable energy projects. 

The Company will observe the following investment restrictions when making investments :

· the Company may invest up to 20% of its gross asset value in one single asset;

· the Company will not invest in other UK listed closed-ended investment companies;

· neither the Company nor any of its subsidiaries will conduct any trading activity which is significant in the context of the Group as a whole;

· the aggregate value of the Company's renewable energy assets under contract with a single Offtaker will not exceed 20% of the Company's gross asset value at the time of investment or entry into an agreement with such Offtaker;

· no investments will be made in fossil fuel assets;

· a minimum 50% of the Company's gross asset value will be invested or committed to investment in primary renewable energy assets, being wind, solar and hydro;

· a maximum of 20% of the Company's gross asset value will be invested or committed to investment in secondary renewable energy assets, being assets other than wind, solar or hydro assets including (without limitation) assets in hydrogen, storage and central district heating; and

· investments made outside the Company's European focus will be limited to a total of 20% of the Company's gross asset value at the time of acquisition and will only be made in OECD Countries.

 

Compliance with the above restrictions related to gross asset value will be measured at the time of investment, and non-compliance resulting from changes in the price or value of assets following investment will not be considered as a breach of the investment restrictions.

 

The Company will hold its investments through one or more Special Purpose Vehicle ("SPV") and the investment restrictions will be applied on a look-through basis.

 

Borrowing and Gearing Policy

The Investment Manager and the Board do not currently intend to use gearing at the SPV level. However, the Company may, from time to time, use borrowings for investment purposes, to manage its working capital requirements or in order to fund the market purchase of its own Ordinary Shares. If gearing is used it is the Company's intention that its borrowings in respect of short-term debt for investment purposes will not exceed 25% of Gross Asset Value at time of drawdown.

Where the Company invests in portfolio companies indirectly (whether through special purpose vehicles as holding entities or otherwise), notwithstanding the previous paragraph, indebtedness in such portfolio companies will not be included in the calculation of borrowings of the Company provided that the provider of such debt only has recourse to the assets of the portfolio company and does not have recourse to the other assets of the Company or other investments made by the Company. It is the Company's intention that the aggregate borrowings of the SPVs which are subsidiaries of the Company will not exceed 50% of the gross asset value of the individual SPV.

Hedging and derivatives

The Company will not use portfolio management techniques such as credit default swaps. The Company may use derivatives for the purposes of currency hedging and interest rate hedging to protect against changes to interest rates in the event the Company does put in place gearing.

Foreign Exchange Policy

Investment return on investments made by the Company may be subject, inter alia, to risks associated with the fluctuations in the exchange rate between the currency of the Company and the currency of any target investment. It is intended that the currency risks associated with capital invested by the Company will be hedged, although the Investment Manager will not be obliged to do so if it considers this to be appropriate in the circumstances, particularly where it considers the currency of the investment is illiquid and therefore it may be prohibitively expensive to establish and/or maintain a hedge. The Investment Manager is permitted to hedge the currency risk associated with any yield and/or capital gain that may arise when the Investment Manager considers there to be sufficient certainty that such yield and/or capital gain will arise. When considering compliance with the Company's investment limitations, the Investment Manager will estimate exchange rates where necessary.

Investment Trust Status

The Company intends at all times to conduct its affairs so as to enable it to retain approval as an investment trust for the purposes of section 1158 of the Corporation Tax Act 2010.

DIVIDEND POLICY AND TARGETED RETURNS1

Once fully invested, the Company intends to pay quarterly dividends with a target dividend yield (based on the Initial Issue Price) of:

· 1.0% to 3.0% for the first financial year to 30 June 2022 and

· 5.0% to 5.5% per annum for the second financial year to 30 June 2023.

· Following the financial year to 30 June 2023, the Company is targeting a dividend of 6% per annum, increasing progressively thereafter.

Distributions are expected to be paid quarterly and, generally, in equal instalments, in respect of the periods ending 30 September, 31 December, 31 March and 30 June each year.  The Company intends to declare a first dividend in respect of the period from the proposed Admission to 31 March 2022 and the dividends in relation to the period from the proposed Admission to 30 June 2022 are not expected to be paid in equal instalments.

· The Company will target a net total shareholder return of in excess of 8.0% per annum over the medium-to-long term. 

These targets have been set based on an illustrative target portfolio which is unlevered and comprises a combination of Seed Assets and Non-Seed Assets situated in Italy, the UK and Poland.

THE BOARD OF DIRECTORS

 

The Board of BRET will comprise the four non-executive directors listed below. 

 

Anthony Marsh, Chairman

Anthony is an experienced senior executive with a track record of success investing debt and equity into power projects (particularly renewable) in many countries throughout Africa, Europe and Asia. His most recent full-time role was CEO of a fund manager with assets under management of $1.1bn, utilising European government aid money (including UK, Switzerland, Sweden, Netherlands and Germany) to invest (usually project finance) debt in infrastructure in Africa and SE Asia to achieve both financial and developmental returns. Prior to that, Anthony set up the UK government-owned, and the world's first, Green Investment Bank, and was Chair of the Investment Committee, building a business of 90 people and commitments of over £800 million to renewable projects in two years. He was also a Non-executive Director of UK GIB Financial Services Limited, which raised and invested over £900m in UK offshore wind farms.  Anthony previously held Head of Power roles at Deutsche Bank and EBRD. 

 

Anthony is a member of the European infrastructure investment committees for Aviva and BaltCap (with EIB and EBRD as core investors) and two African infrastructure debt and grant funds. He is a non-executive director at Umeme, the listed Ugandan electricity distribution company, and chair of Energy 4 Impact, a charity seeking to improve the productive use of energy in the poorest countries in Africa.

 

Jane Tozer, OBE

Jane has a technology sector background with extensive and varied board experience in the technology, finance, retail and public sectors , including in-depth experience in audit, remuneration, marketing, technology and efficient corporate governance. Jane is currently the Senior Independent Director for Ventus 2 VCT plc and GPDF, and a trustee of two charity trusteeships.

 

Jane has served on the boards of BMO Global Smallers Investment Trust plc, JP Morgan Income & Growth Investment Trust plc, 3i European Technology Investment Trust plc, John Lewis Partnership, Elexon Ltd, StatPro plc, SurfControl plc, Retail Decisions plc, Protagona plc, and several other UK listed public companies and a wide range of private companies. Jane has also served in a non-executive capacity at a number of Government and public sector bodies including Asthma UK, Department for Work & Pensions, the Pension Disability & Carers' Service, the Ministry of Justice, and the Warwick Business School Advisory Board.

 

Josephine Bush

Josephine was a Senior Partner at EY for 14 years, specialising in the renewable energy sector, with over 27 years' experience post qualification. She sat on the EY Power & Utilities Board, UK&I, as well as the UK&I Governance Board. She spearheaded the development of their global renewables business plan. Josephine has led on and implemented complex structuring for global group reorganisations, acquisitions, refinancings and cross border transactions. She led on the structuring for the IPO of Greencoat UK Wind PLC and John Laing Environmental Fund PLC. She has worked extensively with other environmental "yieldco's" as well as many International and European renewable investors and developers, both listed and unlisted.

 

She is a Qualified Solicitor, Chartered Tax Advisor, and recently also qualified with CFA ESG investing and sustainable finance certifications.  She is a Non-executive Director and Chairman of the audit, risk and ESG committee for Vulcan Energy Resources Limited (an ASX listed entity) and has undertaken a number of trustee roles. She is a non-executive director for Net Zero Now Limited. Josephine is a member of the investment committee for Gresham House's British Sustainable Infrastructure Funds as well as a strategic adviser to Guernsey Finance. She is a Fellow of the Royal Geographical Society and recently founded the not-for-profit, Sustainability & You, to raise awareness of sustainability-related issues and opportunities.

 

Michael Phillips

Michael is an experienced private and public director of fund, asset and wealth management companies with particular strengths in general management, corporate governance and closed-ended investment companies.

 

Michael is the Senior Independent Director of Miton Global Opportunities plc and has in the past served on the boards of Gresham House plc as the Strategic Development Director, Strategic Equity Capital plc as a non-executive director and Midas Capital plc as Chief Executive.

 

Michael is a keen supporter of investment trusts having worked within the sector as an executive, responsible for day-to-day management of investment companies and as a non-executive throughout the last 20 years.

 

THE INVESTMENT ADVISER AND ALTERNATIVE INVESTMENT FUND MANAGER

 

Blackfinch will be appointed as the Company's Investment Manager. It will be responsible for originating, negotiating and executing renewable energy and infrastructure investments for BRET, and be responsible for capital and acquisition structure including raising debt finances. It will also provide active asset management.

 

Blackfinch is an award-winning investment specialist with a heritage dating back over 25 years and has over £550 million of funds under management and administration. It has specific experience in investments in the renewable energy sector and a 16-strong energy investment team. 

 

It has advised funds on the acquisition and management of renewable energy sites and supported projects at all stages of development, from pipelines of construction-ready projects through to mature operational assets.  It currently manages a 61.6MW portfolio of 49 renewable energy assets with an enterprise value of more than £130 million (as at December 2020) and a weighted average yield on investment trending towards 6.0% in 2020. Of this portfolio, 25.5MW comprises solar assets and 36.1MW are wind assets, and eight of these transactions have been completed since the start of 2019. It has experience investing in both private wire and subsidy-free assets.

 

The energy team is split across investment and asset management, and is supported by a wider business operations team. Head of Energy, Guy Lavarack, and King Chan will be Co-Lead Fund Managers to BRET, leading the investment and asset management activities.  They have combined investment and asset management experience of more than 30 years, and strong transactions experience across a wide range of technologies and across Europe. In addition, BRET will benefit from

the Investment Manager's network of strategic partners, which will promote a streamlined acquisition process.  Key partners include Enviromena Power Systems, the integrated clean energy group, Sunnerg, the solar 'turnkey projects' specialist and Solar Balance, the Portuguese solar energy plant developer.

ESG investment analysis is integral to Blackfinch's investment processes and it has a dedicated ESG investment manager.  It is a member of the PRI (Principles of Responsible Investment) and is working towards meeting UN Sustainable Development Goals.

 

Alternative Investment Fund Manager

The Company will appoint Blackfinch Investments Limited, part of Blackfinch, as the AIFM of the Company, pursuant to the Investment Management Agreement. The AIFM will act as the Company's alternative investment fund manager for the purposes of the UK AIFM Laws.

 

ADMISSION

 

The Company will seek admission of its Ordinary Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange. The Company was incorporated and registered in England and Wales with registered number 13325382. LEI: 213800FWLQWK6ICQUP91. 

 

Important Notice

Copies of any Prospectus published by the Company are available for inspection from the offices of Howard Kennedy Corporate Services LLP, No.1 London Bridge, London SE1 9BG, the Company's registered office and website at www.bret.energy subject to certain access restrictions.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities to any person in the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Ordinary Shares referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as defined in Regulation S under the Securities Act) except pursuant to a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The Company has not been and will not be registered under the US Investment Company Act of 1940. The possible offer and sale of Ordinary Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan or the Republic of South Africa. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, Japan or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the Ordinary Shares in the United States, Australia, Canada, Japan, the Republic of South Africa or elsewhere.

This announcement and the Issues are directed at persons: (a) in member states of the European Economic Area that are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 ("Qualified Investor"); (b) in the United Kingdom who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or fall within Article 49(2)(a) to (d) of the Order; and (ii) are "qualified investors" as defined in Article 2(e) of the UK version of the Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in and by virtue of the European Union (Withdrawal) Act 2018; and (c) to whom they may otherwise lawfully be communicated (all such persons in (a), (b), and (c) together being referred to as "Relevant Persons"). This announcement must not be acted or relied on (i) in the United Kingdom, by persons who are not Relevant Persons and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates will be available only to Relevant Persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom and will be engaged in only with such persons.

 

Any subscription of Ordinary Shares in the possible Issue should be made solely on the basis of information contained in the Prospectus. The information in this announcement is subject to change. Before subscribing for or purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which are set out in the Prospectus when published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement shall not form the basis of or constitute any offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for, any securities in the Company, in any jurisdiction, including in the United States, Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

 

The Company may decide not to go ahead with the IPO and there is therefore no guarantee that Admission will occur. You should not base your financial decision on this announcement. Acquiring securities to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

 

Nothing contained herein constitutes or should be construed as: (i) investment, tax, financial, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.

 

The contents of this announcement, which have been prepared by and are the sole responsibility of the Company, have been approved by Blackfinch Investments Limited, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended.

 

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. No representation or warranty is made that any forward-looking statement will come to pass. 

 

Each of the Company, Blackfinch Investments Limited and the Joint Bookrunners and their respective affiliates as defined under Rule 501(b) of Regulation D of the Securities Act, directors, officers, employees, advisers and agents, expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

 

Neither the Joint Bookrunners nor any of their affiliates nor any of its or their affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.

 

Barclays is authorised by the Prudential Regulation Authority ("PRA") and regulated in the UK by the PRA and the FCA. Barclays is acting exclusively for the Company and no one else in connection with this possible Issue. Barclays will not regard any other person as a client or will be responsible to anyone other than the Company for providing the protections afforded to its clients nor for the giving of advice in relation to the possible Issue, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

 

finnCap is authorised and regulated in the UK by the FCA. finnCap is acting exclusively for the Company and no one else in connection with this possible Issue. finnCap will not regard any other person as a client or will be responsible to anyone other than the Company for providing the protections afforded to its clients nor for the giving of advice in relation to the possible Issue, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

 

In connection with the Issue, the Joint Bookrunners and any of their affiliates, may take up a portion of the Ordinary Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Issue or otherwise. Accordingly, references in the Prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Joint Bookrunners and any of their affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of Ordinary Shares. Neither the Joint Bookrunners nor any of their affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

 

For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and does not form part of, this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures (the "EEA Product Governance Requirements"); and (d) Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements" and together with the EEA Product Governance Requirements, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that such Ordinary Shares are: (i) compatible with an end target market of retail clients and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II or Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"), as applicable; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of the Product Governance Requirements) should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the possible IPO. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Underwriters will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.

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